RealNetworks (RNWK)

The Board of Directors has an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee and a
Strategic Transactions Committee. Applying the rules of the
Nasdaq Stock Market and the SEC, the Board has determined that
all members of the Audit Committee, the Compensation Committee
and

the Nominating and Corporate Governance Committee are
independent. Committee membership as of
July 23, 2009, the record date, was as follows:

Nominating and Corporate

Strategic Transactions

Audit Committee

Governance Committee

Compensation Committee

Committee

Eric A. Benhamou*

Edward Bleier

Eric A. Benhamou

Robert Glaser*

John Chapple

Jonathan Klein

John Chapple

Jonathan Klein

Pradeep Jotwani

Kalpana Raina*

Pradeep Jotwani*

Kalpana Raina

*

Chairman

Audit Committee. The Audit Committee provides
oversight of our accounting and financial reporting, processes
and financial statement audits, reviews RealNetworks
internal accounting procedures and consults with and reviews the
services provided by its independent auditors. All of the
members of our Audit Committee are financially literate pursuant
to Nasdaq rules, and our Board has designated Mr. Benhamou
as the Audit Committee Financial Expert, as defined by the SEC
and applicable listing standards. Prior to August 1, 2008,
the Audit Committee was composed of Messrs. Benhamou, Jaech
and Ms. Raina. From August 1, 2008 to May 1,
2009, the Audit Committee was composed of Messrs. Benhamou,
Jaech, Jotwani and Ms. Raina. From May 2, 2009 to
June 29, 2009, the Audit Committee was composed of
Messrs. Benhamou and Jotwani and Ms. Raina. The Board
of Directors has adopted a written charter for the Audit
Committee which can be found on our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Audit Committee met five
times during the fiscal year ended December 31, 2008.

Compensation Committee. The Compensation
Committee establishes, reviews and recommends to the Board the
compensation and benefits to be provided to the executive
officers of RealNetworks and reviews general policy matters
relating to employee compensation and benefits. Prior to
June 3, 2008, the Compensation Committee was composed of
Messrs. Benhamou and Jaech and James Breyer, who did not
stand for re-election upon the expiration of his term at the
2008 Annual Meeting of Shareholders. From June 3, 2008 to
July 31, 2008, the Compensation Committee was composed of
Messrs. Benhamou and Jaech. From August 1, 2008 to
May 1, 2009, the Compensation Committee was composed of
Messrs. Benhamou, Jotwani and Jaech, who resigned from the
Board of Directors effective of May 1, 2009. From
May 2, 2009 to June 29, 2009, the Compensation
Committee was composed of Messrs. Benhamou and Jotwani. The
Board of Directors has adopted a written charter for the
Compensation Committee which can be found on our corporate
website at www.realnetworks.com/company/investor under
the caption Corporate Governance. The Compensation
Committee met 14 times during the fiscal year ended
December 31, 2008 and took action by unanimous written
consent on 11 other occasions.

Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee searches for and recommends to the Board
potential nominees for Board positions, makes recommendations to
the Board regarding size and composition of the Board, and
develops and recommends to the Board the governance principles
applicable to RealNetworks. The Board of Directors has adopted a
written charter for the Nominating and Corporate Governance
Committee which can be found on our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Nominating and Corporate
Governance Committee met eight times during the fiscal year
ended December 31, 2008 and took action by unanimous
written consent on one other occasion.

Strategic Transactions Committee. Pursuant to
our Amended and Restated Articles of Incorporation, the approval
of the Strategic Transactions Committee is required before the
Board of Directors may:



adopt a plan of merger;



authorize the sale, lease, exchange or mortgage of
(a) assets representing more than 50% of the book value of
RealNetworks assets prior to the transaction or
(b) any other asset or assets on which the long-term
business strategy of RealNetworks is substantially dependent;



authorize the voluntary dissolution of RealNetworks; or



take any action that has the effect of the foregoing clauses.

Prior to May 1, 2009, the Strategic Transactions Committee
was composed of Messrs. Glaser, Klein and Jaech. A written
charter for the Strategic Transactions Committee can be found on
our corporate website at

www.realnetworks.com/company/investor under the caption
Corporate Governance. The Strategic Transactions
Committee took action by unanimous written consent on one
occasion during the fiscal year ended December 31, 2008.

The Board of Directors has an Audit Committee, a Compensation
Committee, a Nominating and Corporate Governance Committee and a
Strategic Transactions Committee. Applying the rules of the
Nasdaq Stock Market and the SEC, the Board has determined that
all members of the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee are
independent. Committee membership as of
April 4, 2008, the record date, was as follows:

Nominating and Corporate

Strategic Transactions

Audit Committee

Governance Committee

Compensation Committee

Committee

Eric A. Benhamou*

Edward Bleier

James W. Breyer**

James W. Breyer**

Jeremy Jaech

Jonathan Klein*

Eric A. Benhamou

Robert Glaser*

Kalpana Raina

Kalpana Raina

Jeremy Jaech*

Jeremy Jaech

Jonathan Klein

*

Chairman

**

Mr. Breyer will not be standing for re-election upon the
expiration of his term at the Annual Meeting. Mr. Breyer
will continue to serve as a member of the Compensation Committee
and the Strategic Transactions Committee until the expiration of
his term at the Annual Meeting.

Audit Committee. The Audit Committee provides
oversight of our accounting and financial reporting, processes
and financial statement audits, reviews RealNetworks
internal accounting procedures and consults with and reviews the
services provided by its independent auditors. All of the
members of our Audit Committee are financially literate pursuant
to Nasdaq rules, and our Board has designated Mr. Benhamou
as the Audit Committee Financial Expert, as defined by the SEC
and applicable listing standards. Prior to April 24, 2007,
the Audit Committee was composed of Messrs. Benhamou, Jaech
and Klein and Ms. Raina. The Board of Directors has adopted
a written charter for the Audit Committee which can be found on
our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Audit Committee met four
times during the fiscal year ended December 31, 2007 and
took action by unanimous written consent on one occasion.

Compensation Committee. The Compensation
Committee establishes, reviews and recommends to the Board the
compensation and benefits to be provided to the executive
officers of RealNetworks and reviews general policy matters
relating to employee compensation and benefits. Prior to
April 24, 2007, the Compensation Committee was composed of
Messrs. Bleier, Breyer and Jaech. The Board of Directors
has adopted a written charter for the Compensation Committee
which can be found on our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Compensation Committee met
ten times during the fiscal year ended December 31, 2007
and took action by unanimous written consent on six other
occasions.

Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee searches for and recommends to the Board
potential nominees for Board positions, makes recommendations to
the

Board regarding size and composition of the Board, and develops
and recommends to the Board the governance principles applicable
to RealNetworks. Prior to April 24, 2007, the Nominating
and Corporate Governance Committee was composed of
Messrs. Bleier and Breyer and Ms. Raina. The Board of
Directors has adopted a written charter for the Nominating and
Corporate Governance Committee which can be found on our
corporate website at www.realnetworks.com/company/investor
under the caption Corporate Governance. The
Nominating and Corporate Governance Committee met one time
during the fiscal year ended December 31, 2007.

Strategic Transactions Committee. Pursuant to
our Amended and Restated Articles of Incorporation, the approval
of the Strategic Transactions Committee is required before the
Board of Directors may:



adopt a plan of merger,



authorize the sale, lease, exchange or mortgage of
(a) assets representing more than 50% of the book value of
RealNetworks assets prior to the transaction or
(b) any other asset or assets on which the long-term
business strategy of RealNetworks is substantially dependent,



authorize RealNetworks voluntary dissolution, or



take any action that has the effect of the foregoing clauses.

The Strategic Transactions Committee met one time during the
fiscal year ended December 31, 2007.

Committees of the Board consist of an Audit Committee, a
Compensation Committee, a Nominating and Corporate Governance
Committee and a Strategic Transactions Committee. All members of
the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee are
independent as defined in the rules of the National
Association of Securities Dealers, Inc.

Audit Committee. The Audit Committee,
currently composed of Messrs. Benhamou, Bleier and Jaech
and Ms. Raina, provides oversight of our accounting and
financial reporting, processes and financial statement audits,
reviews RealNetworks internal accounting procedures and
consults with and reviews the services provided by its
independent auditors. Prior to April 24, 2007, the Audit
Committee was composed of Messrs. Benhamou, Jaech and Klein
and Ms. Raina. All of the members of our Audit Committee
are financially literate pursuant to Nasdaq rules, and our Board
has designated Mr. Benhamou as the Audit Committee
Financial Expert, as defined by the Securities and Exchange
Commission. The Board of Directors has adopted a written charter
for the Audit Committee which can be found on our corporate
website at www.realnetworks.com/company/investor under
the caption Corporate Governance. The Audit
Committee met eight times during the fiscal year ended
December 31, 2006.

Compensation Committee. The Compensation
Committee, currently composed of Messrs. Benhamou, Breyer
and Jaech, reviews and recommends to the Board the compensation
and benefits to be provided to the executive officers of
RealNetworks and reviews general policy matters relating to
employee compensation and benefits. Prior to April 24,
2007, the Compensation Committee was composed of
Messrs. Bleier, Breyer and Jaech. The Board of Directors
has adopted a written charter for the Compensation Committee
which can be found on our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Compensation Committee met
nine times during the fiscal year ended December 31, 2006
and took action by unanimous written consent on four other
occasions.

Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee is currently composed of
Messrs. Bleier and Klein and Ms. Raina. Prior to
April 24, 2007, the Nominating and

Corporate Governance Committee was composed of
Messrs. Bleier and Breyer and Ms. Raina. The
Nominating and Corporate Governance Committee searches for and
recommends to the Board potential nominees for Board positions,
makes recommendations to the Board regarding size and
composition of the Board, and develops and recommends to the
Board the governance principles applicable to RealNetworks. The
Board of Directors has adopted a written charter for the
Nominating and Corporate Governance Committee which can be found
on our corporate website at
www.realnetworks.com/company/investor under the caption
Corporate Governance. The Nominating and Corporate
Governance Committee met one time during the fiscal year ended
December 31, 2006.

Strategic Transactions Committee. The approval
of the Strategic Transactions Committee, which is currently
composed of Messrs. Glaser, Breyer, Jaech and Klein, is
required before the Board of Directors may:



adopt a plan of merger,



authorize the sale, lease, exchange or mortgage of
(a) assets representing more than 50% of the book value of
RealNetworks assets prior to the transaction or
(b) any other asset or assets on which the long-term
business strategy of RealNetworks is substantially dependent,



authorize RealNetworks voluntary dissolution, or



take any action that has the effect of the foregoing clauses.

The Strategic Transactions Committee met one time during the
fiscal year ended December 31, 2006.

Committees of the Board consist of an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Strategic
Transactions Committee. All members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent as defined in the rules of the National Association of Securities Dealers, Inc.

Audit Committee. The Audit Committee, currently
composed of Messrs. Benhamou, Jaech, Klein and Ms. Raina, reviews RealNetworks internal accounting procedures and consults with and reviews the services provided by its independent auditors. The Board has designated Mr. Klein as the Audit
Committee Financial Expert, as defined by Item 401(h) of Regulation S-K of the Securities Act of 1933. The Board of Directors has adopted a written charter for the Audit Committee which is attached to this Proxy Statement as Appendix A. The Audit
Committee met seven times during the fiscal year ended December 31, 2004.

Compensation Committee. The Compensation Committee, currently composed of Messrs. Bleier, Breyer and Jaech, reviews and recommends to the Board the compensation and benefits to be provided to the executive
officers of RealNetworks and reviews general policy matters relating to employee compensation and benefits. The Compensation Committee met four times during the fiscal year ended December 31, 2004 and took action by unanimous written consent on ten
other occasions.

Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee is currently composed of Messrs. Bleier and Breyer and Ms. Raina. The Nominating and Corporate Governance Committee searches for and recommends to the Board potential nominees for
Board positions, makes recommendations to the Board regarding size and composition of the Board, and develops and recommends to the Board the governance principles applicable to RealNetworks. The Nominating and Corporate Governance Committee met
four times during the fiscal year ended December 31, 2004 and took action by unanimous written consent on one other occasion.

The Companys Audit Committee Charter, Compensation Committee Charter and Nominating and Corporate Governance Committee Charter, each as adopted by
the Board of Directors, are posted on our Web site at www.realnetworks.com/company/investor under the caption Corporate Governance.

Strategic Transactions Committee. The approval of the Strategic Transactions Committee, which is currently composed of Messrs. Glaser, Breyer and
Jaech, is required before the Board of Directors may:



adopt a plan of merger,



authorize the sale, lease, exchange or mortgage of (A) assets representing more than 50% of the book value of RealNetworks assets prior to the transaction or (B) any other
asset or assets on which the long-term business strategy of RealNetworks is substantially dependent,



authorize RealNetworks voluntary dissolution, or



take any action that has the effect of the foregoing clauses.

The Strategic Transactions Committee met one time during the fiscal year ended December 31, 2004.